Lincoln Educational Services to be Acquired by Bookend Capital Partners

Ticker: LINC · Form: 8-K · Filed: May 7, 2024 · CIK: 1286613

Sentiment: neutral

Topics: acquisition, merger, deal-announcement

TL;DR

Lincoln Educational Services is being bought by Bookend Capital Partners, deal expected to close Q3 2024.

AI Summary

Lincoln Educational Services Corp. announced on May 2, 2024, that it has entered into a definitive agreement to be acquired by an affiliate of Bookend Capital Partners. The transaction is expected to close in the third quarter of 2024, subject to customary closing conditions. This acquisition marks a significant transition for Lincoln Educational Services.

Why It Matters

This acquisition by Bookend Capital Partners signifies a major change in ownership and strategic direction for Lincoln Educational Services, potentially impacting its operations and future growth.

Risk Assessment

Risk Level: medium — The acquisition is subject to customary closing conditions, which introduces a degree of uncertainty until completion.

Key Players & Entities

FAQ

Who is acquiring Lincoln Educational Services Corp.?

An affiliate of Bookend Capital Partners is acquiring Lincoln Educational Services Corp.

When was the definitive agreement for the acquisition signed?

The definitive agreement was signed on May 2, 2024.

When is the acquisition expected to close?

The transaction is expected to close in the third quarter of 2024.

What are the conditions for the acquisition to close?

The acquisition is subject to customary closing conditions.

What is the state of incorporation for Lincoln Educational Services Corp.?

Lincoln Educational Services Corp. is incorporated in New Jersey.

Filing Stats: 1,187 words · 5 min read · ~4 pages · Grade level 11.8 · Accepted 2024-05-07 10:00:26

Key Financial Figures

Filing Documents

07

Item 5.07 Submission of Matters to a Vote of Security Holders. On May 2, 2024, Lincoln Educational Services Corporation (the "Company") held its 2024 Annual Meeting of Shareholders (the "Annual Meeting") virtually via live webcast. A total of 31,446,064 shares of common stock, no par value per share (the "Common Stock"), were issued and outstanding and entitled to vote as of March 14, 2024 the record date for the Annual Meeting. There were 26,997,398 shares of Common Stock represented in person or by proxy at the Annual Meeting constituting a quorum. Each of the proposals was approved by the requisite vote of the Company's shareholders. Set forth below are the proposals acted upon as further described in the Company's definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on April 3, 2024 and the final voting results for each proposal: Proposal Number 1 : To elect the following 8 individuals named in the Company's proxy statement as directors of the Company for a one-year term which will expire at the 2025 Annual Meeting of Shareholders and until their successors are duly elected and qualified. Each nominee for director was elected by a vote of the shareholders as follows: Nominee Votes For Votes Withheld Broker Non-Votes John A. Bartholdson 19,648,772 1,983,121 5,365,505 James J. Burke, Jr. 19,236,407 2,395,486 5,365,505 Kevin M. Carney 21,420,619 211,274 5,365,505 Michael A. Plater 19,257,683 2,374,210 5,365,505 Felecia J. Pryor 19,299,646 2,332,247 5,365,505 Carlton E. Rose 21,244,734 387,159 5,365,505 Scott M. Shaw 21,425,939 205,954 5,365,505 Sylvia J. Young 21,429,102 202,791 5,365,505 Proposal Number 2 : To approve, on a non-binding advisory basis, the compensation of our named executive officers as disclosed in the Company's proxy statement. The proposal was approved by a vote of the shareholders as follows: Votes For Votes Against Abstentions Broker Non-Votes 19,875,7

01

Item 7.01 Regulation FD Disclosure. On May 2, 2024, the Company presented additional background information on the Company and on its strategic plan (the "Shareholder Presentation") during its Annual Meeting of Shareholders. A copy of the Shareholder Presentation, which is available on the Company's website at www.lincolntech.edu under the tab "Investor Relations," is attached hereto as Exhibit 99.1, and is incorporated herein by reference. The information contained under this Item 7.01, including Exhibit 99.1, is being furnished and shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly stated by specific reference in such filing.

01

Item 8.01 Other Events. On May 7, 2024, the Company announced that the Board of Directors has authorized the continuation of the share repurchase program (the "Share Repurchase Program") originally established on May 24, 2022 for repurchases of up to $30 million of the Company's outstanding common stock over a twelve-month period which was subsequently extended and expanded to $40 million. To date, the Company has made repurchases of approximately 1.7 million shares of the Company's common stock at an average share price of $5.95 for an aggregate expenditure of approximately $10.3 million. Currently, $29.7 million remains available for repurchases under the authorization of the program. Purchases may be made, from time to time, in open-market transactions at prevailing market prices, in privately negotiated transactions or by other means as determined by the Company's management and in accordance with applicable federal securities laws. The timing of purchases and the number of shares repurchased under the program will depend on a variety of factors including price, trading volume, corporate and regulatory requirements and market conditions. The Company retains the right to limit, terminate or extend the share repurchase program at any time without prior notice. A copy of the press release issued by the Company announcing the extension of the Share Repurchase Program is attached to this Current Report on Form 8-K as Exhibit 99.2. The information contained under this Item 8.01, including Exhibit 99.2, is being furnished and shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly stated by specific reference in such filing.

Financial Statements and Exhibits

Financial Statements and Exhibits. (d) Exhibits. 99.1 Management Presentation at the 2024 Annual Meeting of Shareholders 99.2 Press Release issued by Lincoln Educational Services Corporation on May 7, 2024 as to extension of share repurchase program 104 Cover Page Interactive Data File (embedded within the inline XBRL document).

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. LINCOLN EDUCATIONAL SERVICES CORPORATION Date: May 7, 2024 By: /s/ Alexandra M. Luster Name: Alexandra M. Luster Title: SVP, General Counsel & Secretary

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